Virtus Total Return Fund (ZTR) SC TO-I Issuer tender offer statement

 Exhibit (a)(1)(iii)​

NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK OF

VIRTUS GLOBAL DIVIDEND & INCOME FUND INC.

This form, or one substantially equivalent hereto, must be used to accept the Offer (as defined below) if a stockholder’s certificates for shares of common stock, par value $0.001 per share (the “Shares”) of Virtus Global Dividend & Income Fund Inc. (formerly, The Zweig Total Return Fund, Inc.) are not immediately available or the Letter of Transmittal and other required documents are not able to be delivered to the Depositary on or before 11:59 p.m., New York time, June 23, 2017, or such later date to which the Offer is extended (the “Pricing and Termination Date”). Such form may be delivered by facsimile transmission or mail to the Depositary, and must be received by the Depositary on or before the Pricing and Termination Date. See Section 3, “Procedure for Tendering Shares,” of the Fund’s Issuer Tender Offer Statement.

The Depositary:

Computershare Trust Company, N.A.

By First Class Mail:

Computershare Trust Company, N.A.
Voluntary Offers
P.O. Box 43011
Providence, RI 02940-3011

By Overnight Courier:

Computershare Trust Company, N.A.
Voluntary Offers
250 Royall Street, Suite V
Canton, MA 02021

By Facsimile Transmission:

(617) 360-6810

Confirm by Telephone:

(781) 575-2332

This number is ONLY for confirmation of a fax; for information about the tender offer, please contact the Information Agent, at (866) 821-0284.

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION VIA FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY

Ladies and Gentlemen:

The undersigned hereby tenders to Virtus Global Dividend & Income Fund Inc. (formerly, The Zweig Total Return Fund, Inc.) (the “Fund”), upon the terms and subject to the conditions set forth in its Issuer Tender Offer Statement, dated May 26, 2017 and the related Letter of Transmittal (which together constitute the “Offer”), receipt of which is hereby acknowledged, the number of Shares set forth on the reverse side pursuant to the guaranteed delivery procedures set forth in Section 3, “Procedure for Tendering Shares,” of the Fund’s Issuer Tender Offer Statement. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via DTC’s PTOP platform.

Number of Shares Tendered: 

If Shares will be tendered by book-entry transfer, check box:

☐

The Depository Trust Company

Account Number: 

Name(s) of Record Holder(s):
   
   

Address:
   
   

Area Code and Telephone Number:
   
   

Taxpayer Identification (Social Security) Number:

The undersigned also tenders all uncertificated Shares that may be held in the name of the registered holder(s) by the Fund’s transfer agent pursuant to the Fund’s Automatic Reinvestment and Cash Purchase Plan:

☐ Yes ☐ No (Note: If neither of these boxes is checked, any such uncertificated Shares will not be tendered.)

Dated: _____________________________, 2017
​	Signature(s)

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GUARANTEE

The undersigned, a member firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office, branch, or agency in the United States, hereby (a) guarantees to deliver to the Depositary the Shares tendered hereby, in proper form for transfer (or tender Shares pursuant to the procedure for book-entry transfer) into the Depositary’s account at The Depository Trust Company, together with (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees and (ii) other required documents, within three business days after the Termination Date of the Offer, and (b) represents that such tender of Shares complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended.

Name of Firm: ________________________________	____________________________________________ (Authorized Signature)
Address: ____________________________________	Name: ______________________________________ (Please Print)
____________________________________________ City                        State                         Zip	Title: _____________________________________
Area Code and Tel. No. ________________________	Dated: ________________________________, 2017

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